END USER LICENSE AGREEMENT FOR BALABIT PRODUCT (EULA)

The End User License Agreement is also available from the Shell Control Box web interface at Basic Settings > System > License.

SUBJECT OF THE LICENSE AGREEMENT

This License Agreement is entered into by and between Licensor (as defined below) and you as an end-user (hereinafter Licensee) and sets out the terms and conditions under which Licensee and/or Licensee's Authorized Subsidiaries may use the Balabit Product (as defined below) under this License Agreement.

DEFINITIONS

In this License Agreement, the following words shall have the following meanings:

NameDescription
Annexed SoftwareAny third party software that is a not a Balabit Product contained in the install package of the Balabit Product.
Balabit GroupThe companies which are affiliates, a subsidiary or a parent company of the Licensor.
Balabit ProductAny software (other than the Annexed Software), hardware, virtual hardware or service licensed, sold, or provided by Licensor including any installation, education, support and warranty services, or any product covered by one or more copyrights owned by a company of the Balabit Group.
License AgreementLicense Agreement The present Balabit Product License Agreement.
LicensorAs indicated on the invoice for the Balabit Product, Balabit-Europe Kft., a limited liability company, incorporated and registered with the Budapest Metropolitan Court as Court of Registration under number Cg.01-09-186546 whose registered office is at H-1117 Budapest, Aliz u. 2., or Balabit IT Security Deutschland GmbH, a limited liability company, incorporated and registered with the Amtsgericht München under number HRB 167365, whose registered office is at Stefan-George-Ring 29, D-81929 München, or Balabit Corp., a New York corporation, having offices at 40 Wall Street, New York, NY 10005.
Product DocumentationAny documentation referring to the Balabit Product or any module thereof, including the administration guide, the product description, the installation guide and user guides and manuals.
Certificate of AuthenticityThe document signed by Licensor which contains a) identification data of the Licensee; b) the name of the Balabit Product and the designation of licensed modules thereof; c) an explicit warning that the validity of the certificate is subject to the acceptance by the Licensee of the terms and conditions of the EULA; and d) information with regard to on-line registration, access to upgrade and support services and Product Usage Terms.
Product Usage TermsSets forth the conditions (the usage environment and limitations) under which the Balabit Product may be used by the Licensee.
Warranty PeriodA period of twelve (12) months from the date of delivery of the Balabit Product to Licensee.

Table F.1. Words and expressions

LICENSE GRANTS AND RESTRICTIONS

A. Subject to payment of the License Fee and the terms and conditions of this License Agreement, the applicable Certificate of Authenticity and the Product Usage Terms, Licensor hereby grants to Licensee, a limited, personal, non-exclusive and non-transferable license to use Balabit Product (“License”) for its own internal business purposes. This License does not convey any license or right, express or implied, to manufacture, duplicate or otherwise copy or reproduce the Balabit Product or any part thereof. This License is transferable only with the prior written approval of Licensor, which may be withheld in Licensor's sole discretion.

B. Licensee shall use the Balabit Product in accordance with the conditions set by the Product Usage Terms and the Certificate of Authenticity, especially in the configuration and subject to the quantities specified in these documents.

C. All modules of the Balabit software will be delivered to Licensee. However, Licensee shall not be entitled to use any module which is not specified in the applicable Certificate of Authenticity. Access rights to modules and IP connections are controlled by an “electronic key” accompanying the Balabit Product.

D. Licensee shall be entitled to make one back-up copy of the Balabit software that is licensed to it.

E. Licensee shall make the Balabit Product available solely to its own employees and those of the Authorized Subsidiaries that are listed in the applicable Certificate of Authenticity or in the related agreement between the Licensor and the Licensee (e.g. Master Purchase Agreement) and shall take special care to protect the Balabit Product from any unauthorized access.

F. Licensee shall, in five (5) working days properly answer any queries of Licensor regarding the actual usage conditions of the Balabit Product that may differ or allegedly differ from the License conditions set forth in the Product Usage Terms.

G. Licensee shall install the code permitting the usage of the Balabit Product strictly in accordance and to the provisions defined for it by Licensor. Licensee shall not modify or cancel the Balabit Product functions thereof that inspect the usage of the software. Configuration settings of the Balabit Product in accordance with the possibilities offered by the system shall not be construed as modification of the software.

H. Licensee shall not copy, distribute, market, sell, lease, sublicense, assign or otherwise transfer the Balabit Product to any third party, or use the Balabit Product in a manner that (i) infringes the intellectual property rights or otherwise violates the rights of any third party, or (ii) violates applicable law, (iii) provides for or allows timesharing, rental or use of the Balabit Product in a service bureau or as a provider of services utilizing the Balabit Product, or (iv) allow a competitor of Balabit to use or have access to the Balabit Product. Licensee shall not remove or modify any program markings or any notice of Balabit's or proprietary rights.

I. Licensee shall not (i) modify, translate, decompile or reverse engineer the Balabit Product, (ii) attempt to create the source code from the executable or object code of the Balabit Product by reverse engineering or disassembling or otherwise adopt, manipulate the executable or object code of the Balabit Product, (iii) create a derivative work based upon the Balabit Product or the Product Documentation or permit a third party to do the same, or (iv) modify, tamper with, reverse engineer, reverse compile or disassemble the electronic key for the Balabit Product.

(v) Notwithstanding the foregoing, Licensee shall be entitled to analyze the structure of the Balabit Product (decompilation or reverse- engineering) only if necessary to coordinate operation of the Balabit Product with software developed by a third party, and only if Licensor does not provide such information within 60 (sixty) days from the receipt of such a request. Such analysis of the structure of the Balabit Product is strictly limited to those parts of the Balabit Product which are necessary for concurrent operation with the third party software and is subject to either a) Licensor's prior written consent, or b) the failure of Licensor to provide the aforesaid information within the aforesaid 60 (sixty) day period.

Any information obtained by Licensee as a result of applying subsection (v) (a) cannot be used for any purposes other than concurrent operation of the third party software with the Balabit Product, (b) shall not be disclosed to third parties unless it is necessary to disclose it to the owner of the third party software for concurrent operation with the Balabit Product; (c) shall not be used for the development, production or distribution of software which is the same as or similar to the Balabit Product in features or in functionality, or (d) for any other act or purpose that violates Licensor's copyrights in the Balabit Product.

(vi) Notwithstanding the foregoing, Licensee shall be entitled to analyze the structure of those components of the Balabit Product (decompilation or reverse-engineering) that fall under GNU Lesser General Public License 3.0 (https://www.gnu.org/licenses/lgpl-3.0.en.html) according to the Product Documentation. Any activity under this sub-clause shall be made in full compliance with the license terms referred to herein.

J. Licensee shall comply with all terms and conditions made applicable to all Annexed Software contained in the same install package with the Balabit Product by the owner of the Annexed Software. Licensor does not grant any license rights to any Annexed Software by including it with a Balabit Product in the same install package. Such rights must be acquired by Licensee directly from the owner of the Annexed Software.

K. Any usage of the Balabit Product exceeding the limits and restrictions defined in the Certificate of Authenticity shall be a material breach of the License Agreement and Licensee shall be fully liable to Licensor for such breach, including for monetary damages and/or termination of this License Agreement and the Master Purchase Agreement and any Order made thereunder.

L. Licensee shall have the right to obtain and use content updates of the Balabit Product only if Licensee concludes a support contract that includes such content updates (maintenance of the software), or if Licensee has otherwise separately acquired the right to obtain and use such content updates. This License Agreement does not otherwise permit Licensee to obtain and use content updates.

M. Licensor expressly reserves all rights not expressly granted herein.

CONFIDENTIALITY

A. “Confidential Information” means any business, marketing, technical, scientific or other information disclosed by the Balabit Group which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties (or their Affiliates), exercising reasonable business judgment, to be confidential.

B. License acknowledges that the Balabit Product, the Product Documentation and related materials are the trade secrets and Confidential Information of the Balabit Group. Licensee agrees to keep confidential all confidential information of the Balabit Group including but not limited to the Balabit Product, the Product Documentation and related materials. Licensee agrees to use all confidential information of the Balabit Group including but not limited to the Balabit Product, the Product Documentation and related materials only as expressly permitted by this Agreement.

C. Licensee shall retain the Confidential Information of the Balabit Group in confidence and shall use and disclose it solely for the purpose of, and in accordance with, this License Agreement. Licensee shall only disclose Confidential Information of the Balabit Group to those of its employees with a need to know such Confidential Information. Licensee shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use or disclosure of the Balabit Group's Confidential Information.

INTELLECTUAL PROPERTY RIGHTS

A. All right, title, and interest in and to the Balabit Product, including all patents, trademarks, trade names, inventions, know-how, trade secrets and all other intellectual property rights relating to the design, manufacture, operation or service of the Balabit Product are owned by one or more of the companies of the Balabit Group. No right or interest in any of such intellectual property rights is transferred to Licensee by this License other than the right and license to use the Balabit Product modules licensed hereunder in accordance with this License Agreement and the Product Usage Terms.

B. Licensee will advise its Authorized Subsidiaries, if any, of and assure compliance with the restrictions contained in the License Agreement, including those relating to the Confidential Information and proprietary property of the Balabit Group. Licensee shall implement adequate security measures to protect such trade secrets and confidential information.

C. The use by Licensee of any of the intellectual property rights in the Balabit Product is authorized only for the purposes set forth herein, and upon termination of this License Agreement for any reason, such authorization shall cease and Licensee shall immediately cease the use of the Balabit Product.

WARRANTIES

A. Licensor warrants that during the Warranty Period, the Balabit provided hardware upon which the Balabit Product is installed provided to Licensee by Licensor (“Appliance”) will be free of defects of material or workmanship under normal use. Licensor will replace any defective Appliance returned to it, accompanied by a dated proof of purchase that is within the Warranty Period, at no charge to Licensee. Upon receipt of the allegedly defective Appliance, Licensor will at its option, deliver a replacement Appliance or Licensor's current equivalent Appliance to Licensee at no additional cost. Licensor will bear all delivery charges to Licensee for the replacement Appliance.

B. In the event Licensee uses the Balabit Product in conjunction with any third party software, Licensor shall not be liable for any errors in the operation of the Balabit Product that is due to the third party software.

C. Licensor warrants that during the Warranty Period, the Balabit Product software without unauthorized modification shall perform in substantial compliance with the Product Documentation accompanying the Balabit Product, when it is used in normal use (i) on that hardware or virtual appliance for which it was installed and (ii) in compliance with the provisions of the Product Documentation and the Product Usage Terms. If the Balabit Product fails to so operate, Licensee shall promptly notify Licensor (the date of the notification sent to Licensor shall be deemed to be the date of the failure) and Licensee shall do its best to mitigate the consequences of that failure until Licensor can address the failure to operate in accordance with the aforesaid documentation. If the failure is reported by Licensee to Licensor within the Warranty Period, Licensor's sole obligation and liability for breach of this warranty is, at Licensor's sole option, either: (i) to correct such failure, or (ii) to replace the defective Balabit Product.

D. Where the Balabit Product has not been acquired directly from Licensor, Licensee must contact the entity that has sold the license to the Balabit Product to Licensee in order to exercise its rights under this warranty. Licensor will not provide to Licensee any after-sale warranty if Licensor has not sold the license to the Balabit Product directly to Licensee.

E. EXCEPT AS SET FORTH IN THIS LICENSE AGREEMENT, LICENSOR MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BALABIT PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

LICENSE FEE

A. The Certificate of Authenticity and the Product Usage Term contain the details of the purchased License and usage limitations. This information serves as the calculation base of the License fee. Licensee acknowledges that payment of the License fee is a condition of lawful usage.

B. License fees do not include any installation or post sale charges, taxes, duties, etc., all of which are for the account of Licensee. Applicable taxes shall be added to all invoices to Licensee for License fees.

C. The license rights to the Balabit Product are transferred to the Licensee only when Licensee pays the License fee to Licensor. In case of non-payment Licensor has right to terminate, or rescind the License Agreement with immediate effect and Licensee shall promptly cease all use of the Balabit Product and return it to Licensor at its own cost and expense and shall be liable for its unlawful usage and the early termination.

LIMITATION OF LIABILITY

SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN UNION, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND, THEREFORE, THE FOLLOWING LIMITATION OR EXCLUSION MAY NOT APPLY TO THIS LICENSE AGREEMENT IN THOSE STATES AND COUNTRIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET OUT IN THIS LICENSE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SIMILAR DAMAGES OR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE BALABIT PRODUCT EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO CASE SHALL LICENSOR'S TOTAL LIABILITY UNDER THIS LICENSE AGREEMENT EXCEED THE FEES RECEIVED BY LICENSOR FOR THE BALABIT PRODUCT LICENSED UNDER THIS LICENSE AGREEMENT.

NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES CAUSED BY THE USAGE OF THE BALABIT PRODUCT WHICH IS NOT IN ACCORDANCE WITH THE PRODUCT DOCUMENTATION AND THE PRODUCT USAGE TERMS.

TERM AND TERMINATION

A. This License Agreement shall come into effect on the day when the Licensee declares acceptance of its terms and conditions, provided that the License Fee has been fully paid.  Either the signing a copy of the License Agreement by the Licensee's duly authorized representative, or Licensee “clicking” on the "Confirmation" button (“I have read and agree ...”) with regard to this License Agreement at the beginning of the installation process of the Balabit Product shall be deemed to be acceptance by the Licensee to the terms and conditions of the License Agreement. The Buyer represents and warrants that the members of its IT staff working on the installation of the Products (either with or without the Supplier's installation personnel) are authorized to bind the Buyer to this License Agreement by signing a copy of the License Agreement or “clicking” on the Confirmation button.

B. Licensee may terminate the License Agreement at any time by written notice sent to Licensor and by simultaneously destroying all copies of the Balabit Product licensed under this License Agreement and certifying to Licensor that it has done so.

C. Licensor may terminate this License Agreement with immediate effect by written notice to Licensee, if Licensee is in material or persistent breach of the License Agreement and either that breach is incapable of remedy or Licensee shall have failed to remedy that breach within 30 (thirty) days after receiving written notice requiring it to remedy that breach. In such a case, Licensee must immediately destroy all copies of the Balabit Product licensed under this License Agreement, the Product Documentation and all other materials containing the Confidential Information of Licensor and certify to Licensor that it has done so.

D. The provisions of this Agreement relating to confidentiality, applicable law and jurisdiction, notices, indemnification, disclaimers and limits of liability shall survive the expiration or termination of this Agreement for any reason.

AMENDMENTS

Except as expressly provided in this License Agreement, no amendment or variation of this License Agreement shall be effective unless in writing and signed by a duly authorized representative of both parties hereto.

WAIVER

The failure of a party to exercise or enforce any right under this License Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of such right or any other right at any time or times thereafter.

SEVERABILITY

If any part of this License Agreement becomes invalid, illegal or unenforceable, the parties shall in such an event negotiate in good faith in order to agree on the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this License Agreement.

NOTICES

Any notice required to be given pursuant to this License Agreement shall be in writing and shall be given by delivering the notice by hand, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) or by recognized courier service such as Federal Express to the address of the relevant party. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by post or courier service).

APPLICABLE LAW AND JURISDICTION

This Agreement shall be construed, interpreted and the rights of the parties determined

a) in case of US customers in accordance with the laws of the State of New York without giving effect to any conflict of law provision thereof which would result in the law of any other jurisdiction applying to the construction or interpretation of this Agreement. Any dispute, controversy or claim arising out of, connected with, related to or incidental to this Agreement, whether arising in contract, tort, equity or otherwise, shall be brought in and resolved by a state or federal court located in New York County, New York and each party hereby consents and submits to the jurisdiction of any such state or federal court and hereby waives any objections based on forum non conveniens or any other objections to the jurisdiction and venue of any such state or federal court.

b) in case of other than US customers, in accordance with the laws of the Luxembourg without giving effect to any conflict of law provision thereof which would result in the law of any other jurisdiction applying to the construction or interpretation of this Agreement. Any dispute arising from this Agreement, or the breach, termination, validity or interpretation thereof or in relation thereto shall come under the exclusive jurisdiction of the courts of Luxembourg-city. Each party hereby consents and submits to this jurisdiction and hereby waives any objections based on forum non conveniens or any other objections to Luxembourg jurisdiction and venue.

INDEMNIFICATION

In addition to the indemnifications by Licensee set forth in the Master Purchase Agreement between the Licensor and Licensee, Licensee shall indemnify, defend and hold Balabit Group harmless from and against all losses (including reasonable attorneys' fees and expenses) arising out of any third party suit or claim alleging that (i) Licensee's unauthorized use of the Balabit Product hereunder has harmed such third party claimant, or (ii) Licensee's use of the Balabit Product not as intended or indicated by applicable Product Documentation is in violation of any law, rule or regulation applicable to such use, or violates the intellectual property rights of any third party.

AUDIT

A third party auditor selected by Licensor may upon reasonable notice to Licensee and during normal business hours, but not more often than once each year, inspect Licensee's relevant records in order to confirm that usage of the Balabit Product complies with the terms and conditions of this License Agreement. Licensor shall bear the costs of such audit. All audits shall be subject to the reasonable safety and security policies and procedures of Licensee. The auditor shall be entitled to examine, inspect, copy and audit the usage of the Balabit Product by Licensee. If the inspection or audit reveals that the usage does not comply with the conditions of the License Agreement the Licensee shall immediately:

(a) pay to Licensor the amount of any underpayment, together with interest on that amount calculated at the rate of two per cent (2%) over the Barclay Bank base rate in New York City from time to time; and

(b) pay the costs of the audit and/or inspection where that audit or inspection reveals an underpayment in excess of five per cent (5%).

In the event Licensee does not permit the auditor selected by Licensor to inspect, or examine the usage of Balabit Product, Licensor shall have the right to terminate the License Agreement with immediate effect upon notice to Licensee. Upon such termination, Licensee shall return the Balabit Product to Licensor at its own cost and expense and shall remain liable for any unlawful usage and the early termination of this Agreement.

HEADINGS

Headings are for convenience only and shall be ignored in interpreting this License Agreement.

ENTIRE AGREEMENT

This License Agreement together with the Product Documentation, the Product Usage Terms, the Certificate of Authenticity and the documents referred to therein constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect thereto.

Licensee hereby accepts the terms and conditions of the above End User License Agreement:

SUBSCRIPTION BASED END USER License Agreement for Balabit Product

(“SB EULA” or “SB License Agreement”)

SUBJECT OF THE SB LICENSE AGREEMENT

This SB License Agreement is entered into by and between Licensor (as defined below) and you as an end-user (hereinafter Licensee) and sets out the terms and conditions under which Licensee and/or Licensee’s Authorized Subsidiaries may use the Balabit Product (as defined below) under this SB License Agreement.

1. DEFINITIONS

In this SB EULA, the following words shall have the following meanings:

NameDescription
Annexed SoftwareAny third party software that is a not a Balabit Product contained in the install package of the Balabit Product.
Balabit GroupThe companies which are affiliates, a subsidiary or a parent company of the Licensor.
Balabit ProductAny software (other than the Annexed Software), hardware, virtual hardware or service licensed, sold, or provided by Licensor including any installation, education, support and warranty services, or any product covered by one or more copyrights owned by a company of the Balabit Group.
SB License AgreementThe present Balabit Product Subscription Based SB License Agreement.
LicensorAs indicated on the invoice for the Balabit Product, Balabit-Europe Kft., a limited liability company, incorporated and registered with the Budapest Metropolitan Court as Court of Registration under number Cg.01-09-186546 whose registered office is at H-1117 Budapest, Aliz u. 2., or Balabit IT Security Deutschland GmbH, a limited liability company, incorporated and registered with the Amtsgericht München under number HRB 167365, whose registered office is at Stefan-George-Ring 29, D-81929 München, or Balabit Corp., a New York corporation, having offices at 40 Wall Street, New York, NY 10005.
Product DocumentationAny documentation referring to the Balabit Product or any module thereof, including the administration guide, the product description, the installation guide and user guides and manuals.
Certificate of AuthenticityThe document signed by Licensor which contains a) identification data of the Licensee; b) the name of the Balabit Product and the designation of licensed modules thereof; c) the Subscription Fees and payment terms) d) an explicit warning that the validity of the certificate is subject to the acceptance by the Licensee of the terms and conditions of this SB EULA; and e) information with regards to the extension of subscription etc.
Product Usage TermsSets forth the conditions (the usage environment and limitations) under which the Balabit Product may be used by the Licensee.
Subscription PeriodA period of twelve (12) or thirty six (36) months in terms of which Subscription Fees are duly paid by the Licensee.
Warranty PeriodThe whole Subscription Period.

Table F.2. Words and expressions

2. LICENSE GRANTS AND RESTRICTIONS

A. Subject to payment of the Subscription Fee and the terms and conditions of this SB License Agreement, the applicable Certificate of Authenticity and the Product Usage Terms, Licensor hereby grants to Licensee, a limited, personal, non-exclusive and non-transferable license to use Balabit Product (“License”) for its own internal business purposes during the Subscription Period. This License does not convey any license or right, express or implied, to manufacture, duplicate or otherwise copy or reproduce the Balabit Product or any part thereof. This License is transferable only with the prior written approval of Licensor, which may be withheld in Licensor’s sole discretion.

B. Licensee shall use the Balabit Product in accordance with the conditions set by the Product Usage Terms and the Certificate of Authenticity, especially in the configuration and subject to the quantities specified in these documents.

C. All modules of the Balabit software will be delivered to Licensee. However, Licensee shall not be entitled to use any module which is not specified in the applicable Certificate of Authenticity. Access rights to modules and IP connections are controlled by an “electronic key” accompanying the Balabit Product.

D. Licensee shall be entitled to make one back-up copy of the Balabit software that is licensed to it.

E. Licensee shall make the Balabit Product available solely to its own employees and those of the Authorized Subsidiaries that are listed in the applicable Certificate of Authenticity or in the related agreement between the Licensor and the Licensee (e.g. Master Purchase Agreement) and shall take special care to protect the Balabit Product from any unauthorized access.

F. Licensee shall, in five (5) working days properly answer any queries of Licensor regarding the actual usage conditions of the Balabit Product that may differ or allegedly differ from the License conditions set forth in the Product Usage Terms.

G. Licensee shall install the code permitting the usage of the Balabit Product strictly in accordance and to the provisions defined for it by Licensor. Licensee shall not modify or cancel the Balabit Product functions thereof that inspect the usage of the software. Configuration settings of the Balabit Product in accordance with the possibilities offered by the system shall not be construed as modification of the software.

H. Licensee shall not copy, distribute, market, sell, lease, sublicense, assign or otherwise transfer the Balabit Product to any third party, or use the Balabit Product in a manner that (i) infringes the intellectual property rights or otherwise violates the rights of any third party, or (ii) violates applicable law, (iii) provides for or allows timesharing, rental or use of the Balabit Product in a service bureau or as a provider of services utilizing the Balabit Product, or (iv) allow a competitor of Balabit to use or have access to the Balabit Product. Licensee shall not remove or modify any program markings or any notice of Balabit’s or proprietary rights.

I. Licensee shall not (i) modify, translate, decompile or reverse engineer the Balabit Product, (ii) attempt to create the source code from the executable or object code of the Balabit Product by reverse engineering or disassembling or otherwise adopt, manipulate the executable or object code of the Balabit Product, (iii) create a derivative work based upon the Balabit Product or the Product Documentation or permit a third party to do the same, or (iv) modify, tamper with, reverse engineer, reverse compile or disassemble the electronic key for the Balabit Product.

(v) Notwithstanding the foregoing, Licensee shall be entitled to analyze the structure of the Balabit Product (decompilation or reverse- engineering) only if necessary to coordinate operation of the Balabit Product with software developed by a third party, and only if Licensor does not provide such information within 60 (sixty) days from the receipt of such a request. Such analysis of the structure of the Balabit Product is strictly limited to those parts of the Balabit Product which are necessary for concurrent operation with the third party software and is subject to either a) Licensor’s prior written consent, or b) the failure of Licensor to provide the aforesaid information within the aforesaid 60 (sixty) day period.

Any information obtained by Licensee as a result of applying subsection (v) (a) cannot be used for any purposes other than concurrent operation of the third party software with the Balabit Product, (b) shall not be disclosed to third parties unless it is necessary to disclose it to the owner of the third party software for concurrent operation with the Balabit Product; (c) shall not be used for the development, production or distribution of software which is the same as or similar to the Balabit Product in features or in functionality, or (d) for any other act or purpose that violates Licensor’s copyrights in the Balabit Product.

(vi) Notwithstanding the foregoing, Licensee shall be entitled to analyze the structure of those components of the BalaBit Product (decompilation or reverse-engineering) that fall under GNU Lesser General Public License 3.0 (https://www.gnu.org/licenses/lgpl-3.0.en.html) according to the Product Documentation. Any activity under this sub-clause shall be made in full compliance with the license terms referred to herein.

J. Licensee shall comply with all terms and conditions made applicable to all Annexed Software contained in the same install package with the Balabit Product by the owner of the Annexed Software. Licensor does not grant any license rights to any Annexed Software by including it with a Balabit Product in the same install package. Such rights must be acquired by Licensee directly from the owner of the Annexed Software.

K. Any usage of the Balabit Product exceeding the limits and restrictions defined in the Certificate of Authenticity shall be a material breach of the SB License Agreement and Licensee shall be fully liable to Licensor for such breach, including for monetary damages and/or termination of this SB License Agreement and the Master Purchase Agreement and any Order made thereunder.

L. During the Subscription Period Licensee shall have the right to obtain and use content updates of the Balabit Product (maintenance of the software) and shall be provided with support services in accordance with Balabit’s then current Support General Terms and Conditions (hereinafter Support GTC).

M. Licensor expressly reserves all rights not expressly granted herein.

3. CONFIDENTIALITY

A. “Confidential Information” means any business, marketing, technical, scientific or other information disclosed by the Balabit Group which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties (or their Affiliates), exercising reasonable business judgment, to be confidential.

B. License acknowledges that the Balabit Product, the Product Documentation and related materials are the trade secrets and Confidential Information of the Balabit Group. Licensee agrees to keep confidential all confidential information of the Balabit Group including but not limited to the Balabit Product, the Product Documentation and related materials. Licensee agrees to use all confidential information of the Balabit Group including but not limited to the Balabit Product, the Product Documentation and related materials only as expressly permitted by this Agreement.

C. Licensee shall retain the Confidential Information of the Balabit Group in confidence and shall use and disclose it solely for the purpose of, and in accordance with, this SB License Agreement. Licensee shall only disclose Confidential Information of the Balabit Group to those of its employees with a need to know such Confidential Information. Licensee shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use or disclosure of the Balabit Group’s Confidential Information.

4. INTELLECTUAL PROPERTY RIGHTS

A. All right, title, and interest in and to the Balabit Product, including all patents, trademarks, trade names, inventions, know-how, trade secrets and all other intellectual property rights relating to the design, manufacture, operation or service of the Balabit Product are owned by one or more of the companies of the Balabit Group. No right or interest in any of such intellectual property rights is transferred to Licensee by this License other than the right and license to use the Balabit Product modules licensed hereunder in accordance with this SB License Agreement and the Product Usage Terms.

B. Licensee will advise its Authorized Subsidiaries, if any, of and assure compliance with the restrictions contained in the SB License Agreement, including those relating to the Confidential Information and proprietary property of the Balabit Group. Licensee shall implement adequate security measures to protect such trade secrets and confidential information.

C. The use by Licensee of any of the intellectual property rights in the Balabit Product is authorized only for the purposes set forth herein, and upon termination of this SB License Agreement, such authorization shall cease and Licensee shall immediately cease the use of the Balabit Product.

5. WARRANTIES

A. Licensor warrants that during the Subscription Period, the Balabit provided hardware upon which the Balabit Product is installed provided to Licensee by Licensor (“Appliance”) will be free of defects of material or workmanship under normal use. Licensor will replace any defective Appliance returned to it, accompanied by a dated proof of purchase that is within the Subscription Period, at no charge to Licensee. Upon receipt of the allegedly defective Appliance, Licensor will at its option, deliver a replacement Appliance or Licensor’s current equivalent Appliance to Licensee at no additional cost. Licensor will bear all delivery charges to Licensee for the replacement Appliance.

B. In the event Licensee uses the Balabit Product in conjunction with any third party software, Licensor shall not be liable for any errors in the operation of the Balabit Product that is due to the third party software.

C. Licensor warrants that during the Subscription Period, the Balabit Product software without unauthorized modification shall perform in substantial compliance with the Product Documentation accompanying the Balabit Product, when it is used in normal use (i) on that hardware or virtual appliance for which it was installed and (ii) in compliance with the provisions of the Product Documentation and the Product Usage Terms. If the Balabit Product fails to so operate, Licensee shall promptly notify Licensor (the date of the notification sent to Licensor shall be deemed to be the date of the failure) and Licensee shall do its best to mitigate the consequences of that failure until Licensor can address the failure to operate in accordance with the aforesaid documentation. If the failure is reported by Licensee to Licensor, Licensor’s sole obligation and liability for breach of this warranty is, at Licensor’s sole option, either: (i) to correct such failure, or (ii) to replace the defective Balabit Product.

D. Where the Balabit Product has not been acquired directly from Licensor, Licensee must contact the entity that has sold the license to the Balabit Product to Licensee in order to exercise its rights under this warranty. Licensor will not provide to Licensee any after-sale warranty if Licensor has not sold the license to the Balabit Product directly to Licensee.

E. EXCEPT AS SET FORTH IN THIS SB LICENSE AGREEMENT, LICENSOR MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BALABIT PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

6. SUBSCRIPTION FEE

A. The Certificate of Authenticity and the Product Usage Term contain the details of the purchased License and usage limitations. This information serves as the calculation base of the Subscription Fee. Licensee acknowledges that payment of the Subscription Fee is a condition of lawful usage.

B. Subscription Fees do not include any installation or post sale charges, taxes, duties, etc., all of which are for the account of Licensee. Applicable taxes shall be added to all invoices to Licensee for Subscription Fees.

C. The license rights to the Balabit Product are transferred to the Licensee only when Licensee pays the Subscription Fees to Licensor. In case of non-payment Licensor has right to terminate, or rescind the SB License Agreement with immediate effect and Licensee shall promptly cease all use of the Balabit Product and return it to Licensor at its own cost and expense and shall be liable for its unlawful usage and the early termination.

7. LIMITATION OF LIABILITY

SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN UNION, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND, THEREFORE, THE FOLLOWING LIMITATION OR EXCLUSION MAY NOT APPLY TO THIS SB LICENSE AGREEMENT IN THOSE STATES AND COUNTRIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET OUT IN THIS SB LICENSE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SIMILAR DAMAGES OR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE BALABIT PRODUCT EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO CASE SHALL LICENSOR’S TOTAL LIABILITY UNDER THIS SB LICENSE AGREEMENT EXCEED THE FEES RECEIVED BY LICENSOR FOR THE BALABIT PRODUCT LICENSED UNDER THIS SB LICENSE AGREEMENT.

NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES CAUSED BY THE USAGE OF THE BALABIT PRODUCT WHICH IS NOT IN ACCORDANCE WITH THE PRODUCT DOCUMENTATION AND THE PRODUCT USAGE TERMS.

8. TERM AND TERMINATION

A. This SB License Agreement shall come into effect on the day when the Licensee declares acceptance of its terms and conditions, provided that the Subscription Fee has been fully paid. Either the signing a copy of the SB License Agreement by the Licensee’s duly authorized representative, or Licensee “clicking” on the "Confirmation" button (“I have read and agree ...”) with regard to this SB License Agreement at the beginning of the installation process of the Balabit Product shall be deemed to be acceptance by the Licensee to the terms and conditions of the SB License Agreement. The Buyer represents and warrants that the members of its IT staff working on the installation of the Products (either with or without the Supplier’s installation personnel) are authorized to bind the Buyer to this SB License Agreement by signing a copy of the SB License Agreement or “clicking” on the Confirmation button.

B. Licensee may terminate the SB License Agreement at any time by written notice sent to Licensor and by simultaneously destroying all copies of the Balabit Product licensed under this SB License Agreement and certifying to Licensor that it has done so.

C. Licensor may terminate this SB License Agreement with immediate effect by written notice to Licensee, if Licensee is in material or persistent breach of the SB License Agreement and either that breach is incapable of remedy or Licensee shall have failed to remedy that breach within 30 (thirty) days after receiving written notice requiring it to remedy that breach. In such a case, Licensee must immediately destroy all copies of the Balabit Product licensed under this SB License Agreement, the Product Documentation and all other materials containing the Confidential Information of Licensor and certify to Licensor that it has done so.

D. The provisions of this Agreement relating to confidentiality, applicable law and jurisdiction, notices, indemnification, disclaimers and limits of liability shall survive the expiration or termination of this Agreement for any reason.

9. AMENDMENTS

Except as expressly provided in this SB License Agreement, no amendment or variation of this SB License Agreement shall be effective unless in writing and signed by a duly authorized representative of both parties hereto.

10. WAIVER

The failure of a party to exercise or enforce any right under this SB License Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of such right or any other right at any time or times thereafter.

11. SEVERABILITY

If any part of this SB License Agreement becomes invalid, illegal or unenforceable, the parties shall in such an event negotiate in good faith in order to agree on the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this SB License Agreement.

12. NOTICES

Any notice required to be given pursuant to this SB License Agreement shall be in writing and shall be given by delivering the notice by hand, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) or by recognized courier service such as Federal Express to the address of the relevant party. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by post or courier service).

13. APPLICABLE LAW AND JURISDICTION

This Agreement shall be construed, interpreted and the rights of the parties determined

a) in case of US Licensees (customers) in accordance with the laws of the State of New York without giving effect to any conflict of law provision thereof which would result in the law of any other jurisdiction applying to the construction or interpretation of this Agreement. Any dispute, controversy or claim arising out of, connected with, related to or incidental to this Agreement, whether arising in contract, tort, equity or otherwise, shall be brought in and resolved by a state or federal court located in New York County, New York and each party hereby consents and submits to the jurisdiction of any such state or federal court and hereby waives any objections based on forum non conveniens or any other objections to the jurisdiction and venue of any such state or federal court.

b) in case of other than US Licensees (customers), in accordance with the laws of the Luxembourg without giving effect to any conflict of law provision thereof which would result in the law of any other jurisdiction applying to the construction or interpretation of this Agreement. Any dispute arising from this Agreement, or the breach, termination, validity or interpretation thereof or in relation thereto shall come under the exclusive jurisdiction of the courts of Luxembourg-city. Each party hereby consents and submits to this jurisdiction and hereby waives any objections based on forum non conveniens or any other objections to Luxembourg jurisdiction and venue.

14. INDEMNIFICATION

In addition to the indemnifications by Licensee set forth in the Master Purchase Agreement between the Licensor and Licensee, Licensee shall indemnify, defend and hold Balabit Group harmless from and against all losses (including reasonable attorneys’ fees and expenses) arising out of any third party suit or claim alleging that (i) Licensee’s unauthorized use of the Balabit Product hereunder has harmed such third party claimant, or (ii) Licensee’s use of the Balabit Product not as intended or indicated by applicable Product Documentation is in violation of any law, rule or regulation applicable to such use, or violates the intellectual property rights of any third party.

15. AUDIT

A third party auditor selected by Licensor may upon reasonable notice to Licensee and during normal business hours, but not more often than once each year, inspect Licensee’s relevant records in order to confirm that usage of the Balabit Product complies with the terms and conditions of this SB License Agreement. Licensor shall bear the costs of such audit. All audits shall be subject to the reasonable safety and security policies and procedures of Licensee. The auditor shall be entitled to examine, inspect, copy and audit the usage of the Balabit Product by Licensee. If the inspection or audit reveals that the usage does not comply with the conditions of the SB License Agreement the Licensee shall immediately:

(a) pay to Licensor the amount of any underpayment, together with interest on that amount calculated at the rate of two per cent (2%) over the Barclay Bank base rate in New York City from time to time; and

(b) pay the costs of the audit and/or inspection where that audit or inspection reveals an underpayment in excess of five per cent (5%).

In the event Licensee does not permit the auditor selected by Licensor to inspect, or examine the usage of Balabit Product, Licensor shall have the right to terminate the SB License Agreement with immediate effect upon notice to Licensee. Upon such termination, Licensee shall return the Balabit Product to Licensor at its own cost and expense and shall remain liable for any unlawful usage and the early termination of this Agreement.

16. HEADINGS

Headings are for convenience only and shall be ignored in interpreting this SB License Agreement.

17. ENTIRE AGREEMENT

This SB License Agreement together with the Product Documentation, the Product Usage Terms, the Certificate of Authenticity and the documents referred to therein constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect thereto.

Licensee hereby accepts the terms and conditions of the above SB License Agreement.